ARTIS AND RFA CAPITAL COMPLETE ARRANGEMENT TRANSACTION

Executive Summary

• Artis Real Estate Investment Trust (“Artis”) and RFA Financial Inc. have completed their combination under a statutory plan of arrangement, with RFA acquiring 100% of Artis’s common units and preferred units.
• The transaction creates a scaled Canadian financial‑services platform that includes a Schedule I bank, mortgage origination/servicing businesses, and a diversified commercial real‑estate portfolio, expected to deliver stable earnings and a sustainable dividend profile.
• Post‑closing, RFA will list new securities on the TSX (RFA, RFA.PR.E, RFA.PR.I) while Artis’s units will be delisted; governance structures for the combined entity have been established.

Key Details

• Structure of Arrangement
• RFA acquired all outstanding Artis common units, Series E preferred units and Series I preferred units.
• Artis common unitholders received one pre‑consolidation RFA common share per unit; those shares were later consolidated on a 1‑post‑share : 3‑pre‑shares basis.

• Series E and Series I preferred unitholders received one RFA preferred share for each respective Artis preferred unit; the preferred shares were not subject to consolidation.

• Post‑transaction Share Count (post‑consolidation)

• Common shares: 46,605,485
• Series E preferred shares: 2,820,409

• Series I preferred shares: 4,247,256

• TSX Listings

• RFA common shares to trade under ticker “RFA”.
• RFA Series E preferred shares to trade under ticker “RFA.PR.E”.
• RFA Series I preferred shares to trade under ticker “RFA.PR.I”.
• Expected market open for trading: on or about 2026‑02‑04.

• Artis units expected to be delisted at close of market on 2026‑02‑03.

• Governance

• New RFA board of directors (9 members): Ben Rodney (CEO), five directors nominated by former Artis trustees, and three current RFA directors.

• Management team includes: Ben Rodney (President & CEO), Samir Manji (Executive Chair), Jaclyn Koenig (CFO), Melody Lo (COO), Kara Watson (EVP, Legal & Corporate Secretary).

• Consideration Summary

• Artis common unitholders → 1 pre‑consolidation RFA common share per unit → later consolidated 3‑to‑1.
• Artis Series E preferred unitholders → 1 RFA Series E preferred share per unit (no consolidation).

• Artis Series I preferred unitholders → 1 RFA Series I preferred share per unit (no consolidation).

• Regulatory & Reporting

• Upon closing, RFA became a reporting issuer in all Canadian provinces and territories.

• Artis will cease to be a reporting issuer; an early‑warning report will be filed by RFA.

• Advisors

• Financial advisors: CIBC World Markets (Artis), BMO Capital Markets (RFA).
• Legal advisors: Norton Rose Fulbright Canada LLP (Artis), Borden Ladner Gervais LLP (RFA).

• Independent fairness opinion for Artis provided by Haywood Securities Inc.

• Strategic Rationale

• Combines RFA’s banking and mortgage businesses with Artis’s real‑estate portfolio, creating a diversified platform with multiple growth pathways, enhanced capital access, and potential for higher long‑term returns.

Notable Quotes

“We are very pleased to confirm the successful closing of this transformative transaction,” – Samir Manji, Executive Chair, RFA Financial.

“By combining RFA's expanding banking and mortgage businesses with Artis's established real estate platform, we have created a diversified company with multiple pathways for growth…” – Ben Rodney, President & CEO, RFA Financial.